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Deutsche Wohnen AG / Key word(s): Capital Increase 11.06.2012 08:13 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Not for release, publication or distribution in or into the United States, Canada, Australia or Japan Frankfurt am Main / Berlin, June 11, 2012 - Today, the management board of Deutsche Wohnen AG, with the approval of the supervisory board, resolved on a capital increase against cash contributions with shareholders' subscription rights. The Company's share capital shall be increased through the exercise of the new authorized capital in the amount of EUR 51,150,000 resolved by the general shareholders' meeting on June 6, 2012 and entered into the commercial register on June 8, 2012 by up to EUR 43,842,858 to up to EUR 146,142,858 against contribution in cash. For this purpose, up to 43,842,858 new no par value ordinary bearer shares shall be issued by the Company. The new shares carry full dividend rights as of January 1, 2012. The new shares will be offered to shareholders for indirect subscription at a ratio of 7:3 at a subscription price for each new share yet to be determined. Seven existing shares of Deutsche Wohnen entitle the holders to subscribe for three new shares. Subject to the approval of the prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) and the publication of the approved prospectus, the subscription period is expected to begin on June 12, 2012 and end on June 25, 2012. Any new share not subscribed for by the end of the subscription period will be offered by way of a private placement. The management board, with the approval of the supervisory board, will determine the subscription price of the new shares of the subscription offer, the offer price of the new shares of a potential private placement as well as the final issue volume by way of separate resolutions. The subscription price per new share is expected to be set at the latest after the close of trading on June 19, 2012, taking into account the volume-weighted average price for the bearer shares of Deutsche Wohnen AG on the electronic trading system XETRA on the Frankfurt Stock Exchange from the beginning of the subscription period on June 12, 2012, until at the latest the close of trading on June 19, 2012, less a discount to be determined by the management board of the Company with the approval of the supervisory board. The size of the discount will take into consideration an estimate of the volatility of the price of the Company's shares at the time of pricing, as well as market risks specific to the Company. The Company reserves the right, in particular in the event of unfavorable market developments, to terminate the subscription offer. The Company is targeting to receive gross proceeds from the capital increase from EUR 425 million up to EUR 475 million. The Company intends to use approximately 75% of the net proceeds for financing the envisaged acquisition of the BauBeCon Group and the remainder for complementary acquisitions, in which the Company is in advanced or promising negotiations, as well as for general corporate purposes. Subject to the approval and publication of the prospectus, the subscription rights (ISIN DE000A1PG9Y0 / WKN A1PG9Y) for the new shares will be traded during the period from June 12, 2012, up to and including June 21, 2012, on the regulated market (regulierter Markt) (XETRA and XETRA Frankfurt Specialist) of the Frankfurt Stock Exchange. The Company's existing shares will be quoted as 'ex-subscription rights' (ex Bezugsrecht) on the Frankfurt Stock Exchange; such quotation is expected to commence on June 12, 2012. The new shares are expected to be included in the existing quotation for the Company's listed shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange on June 28, 2012. Credit Suisse and UBS Investment Bank act as Joint Global Coordinators and Joint Bookrunners for the capital increase. The Co-Lead Managers are Bayerische Landesbank, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Kempen & Co N.V. and UniCredit Bank AG. Deutsche Wohnen AG Pfaffenwiese 300 65929 Frankfurt am Main Germany International Securities Identification Numbers (ISINs): DE000A0HN5C6 / DE0006283302 / DE000A0XFUU5 Contact: Helge H. Hehl Tel.: +49 (0)30 897 86-551 ir@deutsche-wohnen.com This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of Deutsche Wohnen AG should only be made on the basis of the securities prospectus to be published. The securities prospectus to be published will be published promptly upon approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and will be available free of charge from Deutsche Wohnen AG, Pfaffenwiese 300, 65929 Frankfurt am Main, Germany or on the Deutsche Wohnen AG website www.deutsche-wohnen.com at least one business day before the start of the subscription period. This publication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Deutsche Wohnen AG in the United States, Germany or any other jurisdiction. The securities of Deutsche Wohnen AG may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The securities of Deutsche Wohnen AG have not been, and will not be, registered under the Securities Act. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as 'Relevant Persons'). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This information contains forward-looking statements that are based upon current views and assumptions of the Deutsche Wohnen AG management, which were made to its best knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Deutsche Wohnen AG or the success of the housing industry to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving these documents are advised not to unreasonably rely on these forward-looking statements. Deutsche Wohnen AG does not assume any obligation to update such forward-looking statements and to adjust them to any future results and developments. Contact: +49 (0)30 / 897 86 - 551 11.06.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Deutsche Wohnen AG Pfaffenwiese 300 65929 Frankfurt Germany Phone: +49 (0)30 89786-0 Fax: +49 (0)30 89786-507 E-mail: ir@deutsche-wohnen.com Internet: http://www.deutsche-wohnen.com ISIN: DE000A0HN5C6, DE0006283302 WKN: A0HN5C, 628330 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------